exv10w5w2









EXHIBIT 10.5.2




SAFEGUARD SCIENTIFICS, INC.




     Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), hereby grants to the
grantee named below (“Grantee”) an option (this “Option”) to purchase the total number of shares
shown below of Common Stock of the Company (the “Shares”) at the exercise price per share set forth
below, subject to all of the terms and conditions on the subsequent pages of this Stock Option
Grant Certificate and the 2004 Equity Compensation Plan (the “Plan”). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The
terms and conditions set forth on subsequent pages hereto and the terms and conditions of the Plan
are incorporated herein by reference. This Stock Option Grant Certificate shall constitute the
“Agreement” for this Option as such term is used in the Plan.



	 	 	 
	Grant Date:

	 	February 21, 2006
	 
	 	 
	Type of Option:

	 	Nonqualified Option
	 
	 	 
	Shares Subject to Option:

	 	300,000
	 
	 	 
	Exercise Price Per Share:

	 	$1.975
	 
	 	 
	Term of Option:

	 	8 years





Shares subject to issuance under this Option will vest solely as provided in Section 3 of this
Stock Option Grant Certificate.



The Company shall have the right, without the consent of Grantee, to amend the terms of this Stock
Option Grant Certificate to the extent necessary or appropriate, as determined by the Company in
its sole discretion, to conform with Section 409A of the Internal Revenue Code of 1986, as amended.



Grantee hereby acknowledges receipt of a copy of the Plan, represents that Grantee has read the
Plan and understands the terms and provisions of the Plan, and accepts this Option subject to all
the terms and conditions of the Plan and this Stock Option Grant Certificate, except as otherwise
provided herein. Grantee acknowledges that the grant and exercise of this Option, and the sale of
Shares obtained through the exercise of this Option, may have tax implications that could result in
adverse tax consequences to the Grantee and that Grantee is not relying on the Company for any tax,
financial or legal advice and will consult a tax adviser prior to such exercise or disposition.



This Option is designated a nonqualified stock option. It is not an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).



In witness whereof, this Stock Option Grant Certificate has been executed by the Company by a duly
authorized officer as of the date specified hereon.




	 	 	 
	Safeguard Scientifics, Inc.
	 	 
	 
	 	 
	/s/ Christopher J. Davis
	 	 
	 

Christopher J. Davis, Executive Vice President and Chief Administrative & Financial Officer

	 	 
	 
	 	 
	/s/ Kevin Kemmerer
	 	 
	 

Kevin Kemmerer

	 	 







 









 







1. Option Expiration. The Option shall automatically terminate upon the happening of the
first of the following events:




     (a) the expiration of the 90-day period after the Grantee ceases to be employed by, or
providing services to, the Company, if the termination is for any reason other than involuntary
termination without cause before August 16, 2006, disability (as defined in the Plan), death, cause
(as defined in the Plan), or retirement as provided herein;



     (b) the expiration of the severance payment period (in accordance with the severance program
effective July 1, 2005) if the Grantee ceases to be employed by, or provide services to, the
Company, on account of the Grantee’s involuntary termination without cause before August 16, 2006;



     (c) the expiration of the one-year period after the Grantee ceases to be employed by, or
providing services to, the Company on account of the Grantee’s Disability;



     (d) the expiration of the one-year period after the Grantee ceases to be employed by, or
providing services to, the Company if the Grantee dies while employed by the Company or if the
Grantee dies within three months after the Grantee ceases to be so employed on account of a
termination described in subparagraph (a) above;



     (e) the date on which the Grantee ceases to be employed by, or providing services to, the
Company for Cause; or



     (f) the expiration of the one-year period after the Grantee’s employment or service terminates
as a result of retirement on or after the Grantee’s sixty-fifth birthday, or after such earlier
date as may be determined by the Committee, in its sole discretion, to be warranted given the
particular circumstances surrounding the earlier termination of the Grantee’s employment or
service.



     Notwithstanding the foregoing, in no event may the Option be exercised after the expiration of
the Term of Option specified on page 1. Other than as set forth in this Agreement, any portion of
the Option that is not vested at the time the Grantee ceases to be employed by, or providing
service to, the Company shall immediately terminate.



     In the event a Grantee ceases to be employed by, or providing service to, the Company for
Cause, the Grantee shall automatically forfeit all shares underlying any exercised portion of an
Option for which the Company has not yet delivered the share certificates upon refund by the
Company of the exercise price paid by the Grantee for such shares.


2. Exercise Procedures.




     (a) Subject to the provisions of this Stock Option Grant Certificate and the Plan, the Grantee
may exercise part or all of the vested Option by giving the Company written notice of intent to
exercise in the manner provided in Paragraph 12 below, specifying the number of Shares as to which
the Option is to be exercised. On the delivery date, the Grantee shall pay the exercise price (i)
in cash, (ii) by delivering Shares of the Company (duly endorsed for transfer or accompanied by
stock powers signed in blank) which shall be valued at their fair market value on the date of
delivery, or (iii) by such other method as the Committee may approve, including payment through a
broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board. The
Committee may impose from time to time such limitations as it deems appropriate on the use of
Shares of the Company to exercise the Option.



     (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by governmental agencies
as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem
necessary or appropriate to comply with relevant securities laws and regulations. The Company may
require that the Grantee (or other person exercising the Option after the Grantee’s death)
represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view
to or for sale in connection with any distribution of the Shares, or such other representation as
the Board deems appropriate. All obligations of the Company under this Stock Option Grant
Certificate shall be subject to the rights of the Company as set forth in the Plan, to withhold
amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the
Grantee may elect to satisfy any income tax withholding obligation of the Company with respect to
the Option by having Shares withheld up to an amount that does not exceed the minimum marginal tax
rate for federal (including FICA), state and local tax liabilities.


3. Vesting and Forfeiture of Unvested Options.




     (a) In the event of Grantee’s termination of employment for any reason, Grantee shall forfeit
all Options in which Grantee is not vested at the time of his or her cessation of service in
accordance with the Vesting Schedule set forth in Section 3(b) (hereinafter referred to as the
“Unvested Options”).



     (b) (1) Basic Vesting.



     If the Grantee remains actively employed by the Company through the applicable vesting events,
Grantee shall acquire a vested interest in, and the forfeiture provisions of this Section 3 shall
lapse, according to the following schedule:



          (i) 30,000 Options shall vest and become exercisable on the first date after the Grant Date
that the average Market Capitalization of the Company for the twenty (20) consecutive trading days
ending immediately prior to such date equals or exceeds $272,943,623, provided that the total
number of Options that shall have vested under this Section 3(b) as of such date shall not exceed
30,000.




 









 








          (ii) An additional 60,000 Options shall vest and become exercisable on the first date after
the Grant Date that the average Market Capitalization of the Company for the twenty (20)
consecutive trading days ending immediately prior to such date equals or exceeds $422,943,623,
provided that the total number of Options that shall have vested under this Section 3(b) as of such
date shall not exceed 90,000.




          (iii) An additional 90,000 Options shall vest and become exercisable on the first date after
the Grant Date that the average Market Capitalization of the Company for the twenty (20)
consecutive trading days ending immediately prior to such date equals or exceeds $622,943,623,
provided that the total number of Options that shall have vested under this Section 3(b) as of such
date shall not exceed 180,000.




          (iv) An additional 120,000 Options shall vest and become exercisable on the first date after
the Grant Date that the average Market Capitalization of the Company for the twenty (20)
consecutive trading days ending immediately prior to such date equals or exceeds $872,943,623,
provided that the total number of Options that shall have vested under this Section 3(b) as of such
date shall not exceed 300,000.




          (2) Additional Vesting for Partial Achievement of Performance Goals.




          The purpose of this Section 3(b)(2) is to provide a mechanism to allow the vesting of Options
under circumstances where Market Capitalization during a semi-annual period exceeds the Base Market
Capitalization or one of the vesting thresholds in Section 3(b)(1)(i), (ii) or (iii) above, equal
to the pro rated portion of the additional Options that would vest and become exercisable upon the
satisfaction of the next higher vesting threshold that corresponds to the pro rated portion of the
incremental Market Capitalization performance target that is achieved during such semi-annual
period.




          As of the last day of each six-month period during the term of the Option beginning on the
Grant Date and each half-year anniversary thereof during which the Grantee has been continuously
employed by the Company (the “Test Period”), the Company shall determine the highest average Market
Capitalization of the Company for any twenty (20) consecutive trading days within such Test Period
(the “Test Market Capitalization”). Based on the Test Market Capitalization, as of the last day of
the Test Period, additional Options shall vest as follows (in each case, rounded to the nearest
whole Option):




          (i) If the Test Market Capitalization is less than the Base Market Capitalization, no
additional Options shall vest and become exercisable.




          (ii) If the Test Market Capitalization is greater than the Base Market Capitalization, but
less than $272,943,623, an additional number of Options shall vest and become exercisable,
determined as the positive difference if any, of :





(A) the product of 30,000 times a fraction, the numerator of which is the excess of the
Test Market Capitalization over the Base Market Capitalization, and the denominator of
which is $100,000,000, minus




(B) the number of Options that have previously vested under this Section 3(b).



          (iii) If the Test Market Capitalization is greater than $272,943,623, but less than
$422,943,623, an additional number of Options shall vest and become exercisable, determined as the
positive difference, if any, of





(A) the sum of (I) 30,000 plus (II) the product of 60,000 times a fraction, the
numerator of which is the excess of the Test Market Capitalization over $272,943,623,
and the denominator of which is $150,000,000, minus




(B) the number of Options that have previously vested under this Section 3(b).



          (iv) If the Test Market Capitalization is greater than $422,943,623, but less than
$622,943,623, an additional number of Options shall vest and become exercisable, determined as the
positive difference, if any, of





(A) the sum of (I) 90,000 plus (II) the product of 90,000 times a fraction, the
numerator of which is the excess of the Test Market Capitalization over $422,943,623,
and the denominator of which is $200,000,000, minus




(B) the number of Options that have previously vested under this Section 3(b).



          (v) If the Test Market Capitalization is greater than $622,943,623, but less than
$872,943,623, an additional number of Options shall vest and become exercisable, determined as the
positive difference, if any, of





(A) the sum of (I) 180,000 plus (II) the product of 120,000 times a fraction, the
numerator of which is the excess of the Test Market Capitalization over $622,943,623,
and the denominator of which is $250,000,000, minus




(B) the number of Options that have previously vested under this Section 3(b).



          For purposes of this Section 3(b), “Market Capitalization” for a given date means (A) the per
share closing price of the Company’s common stock listed on the New York Stock Exchange, as
reported on the composite tape for transactions on the New York Stock Exchange (or if the Company’s
common stock is not principally traded on such exchange, the per share closing price of the common
stock on the Nasdaq National Market, as reported on the composite tape for transactions on the
Nasdaq National Market, or if the Company’s common stock is not principally traded on such market,
the mean between the last reported “bid” and “asked” prices of common stock on the relevant date,
as reported on Nasdaq or, if not so reported, as reported by the National Daily



 









 







Quotation Bureau, Inc. or as reported in a customary financial reporting service, as
applicable and as the Board determines; if the Company’s common stock is not publicly traded or, if
publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set
forth above, the price per share shall be as determined by the Board in its sole and absolute
discretion); multiplied by (B) 134,064,824 total outstanding shares. In the event of any changes
in the number or kind of shares of common stock outstanding by reason of a stock dividend, spinoff,
recapitalization, stock split or combination or exchange of shares, the number of outstanding
shares set forth in the preceding sentence shall be adjusted appropriately to reflect such changes.



          The term “Base Market Capitalization” shall mean $172,943,623.



Notwithstanding the foregoing, in the event of (i) a termination without cause before August 16,
2006, the Grantee shall continue vesting during the severance period in accordance with the
severance program effective July 1, 2005, and (ii) a termination upon a Change of Control (as
defined in the Plan), the Grantee shall be deemed to be fully vested in any Unvested Options.



4. Change of Control. The provisions of the Plan applicable to a Change of Control shall
apply to the Option, and, in the event of a Change of Control, the Board may take such actions as
it deems appropriate pursuant to the Plan.



5. Restrictions on Exercise. Only the Grantee may exercise the Option during the Grantee’s
lifetime. After the Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee, or by the person who
acquires the right to exercise the Option by will or by the laws of descent and distribution, to
the extent that the Option is exercisable pursuant to this Stock Option Grant Certificate.
Notwithstanding the foregoing, the Committee may provide, at or after grant, that a Grantee may
transfer nonqualified stock options pursuant to a domestic relations order or to family members or
other persons or entities on such terms as the Committee may determine.



6. Grant Subject to Plan Provisions; Entire Agreement. This grant is made pursuant to the
Plan, the terms of which are incorporated herein by reference. . The grant and exercise of the
Option shall be subject to the provisions of the Plan and to interpretations, regulations and
determinations concerning the Plan established from time to time by the Committee in accordance
with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights
and obligations with respect to withholding taxes, (ii) the registration, qualification or listing
of the Shares, (iii) capital or other changes of the Company, and (iv) other requirements of
applicable law, all as if the grant had been made pursuant to the Plan. The Committee shall have
the authority to interpret and construe the Option as if it had been granted pursuant to the terms
of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. This
Stock Option Grant Certificate represents the entire agreement between the parties with respect to
the grant of the Option and may only be modified or amended in a writing signed by both parties.



7. No Employment Rights. The grant of the Option shall not confer upon the Grantee any
right to be retained by or in the employ of the Company and shall not interfere in any way with the
right of the Company to terminate the Grantee’s employment or service at any time. No policies,
procedures or statements of any nature by or on behalf of the Company (whether written or oral, and
whether or not contained in any formal employee manual or handbook) shall be construed to modify
this Stock Option Grant Certificate or to create express or implied obligations to the Grantee of
any nature.



8. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges
of a stockholder with respect to the Shares subject to the Option until certificates for Shares
have been issued upon the exercise of the Option.



9. No Disclosure. The Grantee acknowledges that the Company has no duty to disclose to the
Grantee any material information regarding the business of the Company or affecting the value of
the Shares before or at the time of a termination of the Grantee’s employment, including without
limitation any plans regarding a public offering or merger involving the Company.



10. Assignment and Transfers. The rights and interests of the Grantee under this Stock
Option Grant Certificate may not be sold, assigned, encumbered or otherwise transferred except, in
the event of the death of the Grantee, by will or by the laws of descent and distribution. In the
event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose
of the Option or any right hereunder, except as provided for in this Stock Option Grant
Certificate, or in the event of the levy or any attachment, execution or similar process upon the
rights or interests hereby conferred, the Company may terminate the Option by notice to the
Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights
and protections of the Company hereunder shall extend to any successors or assigns of the Company
and to the Company’s parents, subsidiaries, and affiliates. This Stock Option Grant Certificate
may be assigned by the Company without the Grantee’s consent.



11. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and determined in accordance with the laws of the Commonwealth of
Pennsylvania.



12. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company in care of the General Counsel at the Company’s headquarters and any notice to the
Grantee shall be addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.